UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): June 4, 2020
AMERICAN TOWER CORPORATION
(Exact Name of Registrant as Specified in Charter)
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | |||||||||||||||
(Address of Principal Executive Offices) (Zip Code)
(617 ) 375-7500
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| | ||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐
Item 8.01 Other Events.
On June 4, 2020, American Tower Corporation (the “Company”) issued a press release (the “Press Release”) announcing its election to call for redemption all of its outstanding 3.450% senior unsecured notes due 2021 (the “3.450% Notes”) and all of its outstanding 3.300% senior unsecured notes due 2021 (the “3.300% Notes”).
In accordance with the redemption provisions of the 3.450% Notes and the Indenture, dated as of May 23, 2013 (the “Base Indenture”), as supplemented by the Supplemental Indenture No. 2, dated as of August 7, 2014 (“Supplemental Indenture No. 2” and, together with the Base Indenture, the “3.450% Indenture”) between the Company and U.S. Bank National Association (“U.S. Bank”), as trustee, the 3.450% Notes will be redeemed at a price equal to the principal amount of the 3.450% Notes plus a make-whole premium calculated pursuant to the terms of the 3.450% Indenture, together with accrued and unpaid interest, if any, up to, but excluding, the redemption date, which has been set for July 6, 2020.
In accordance with the redemption provisions of the 3.300% Notes and the Base Indenture, as supplemented by the Supplemental Indenture No. 4, dated as of January 12, 2016 (“Supplemental Indenture No. 4” and, together with the Base Indenture, the “3.300% Indenture”) between the Company and U.S. Bank as trustee, the 3.300% Notes will be redeemed at a price equal to the principal amount of the 3.300% Notes plus a make-whole premium calculated pursuant to the terms of the 3.300% Indenture, together with accrued and unpaid interest, if any, up to, but excluding, the redemption date, which has been set for July 6, 2020.
A copy of the Press Release is filed herewith as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |||||||
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AMERICAN TOWER CORPORATION | |||||||||||
| (Registrant) | |||||||||||
| Date: | June 4, 2020 | By: | /s/ Rodney M. Smith | ||||||||
| Rodney M. Smith | |||||||||||
| Executive Vice President, Chief Financial Officer and Treasurer | |||||||||||
Exhibit 99.1
Contact: Igor Khislavsky
Vice President, Investor Relations
Telephone: (617) 375-7500
AMERICAN TOWER CORPORATION CALLS FOR REDEMPTION
ALL OF ITS OUTSTANDING 3.450% SENIOR NOTES AND 3.300% SENIOR NOTES
BOSTON, MASSACHUSETTS - June 4, 2020 - American Tower Corporation (NYSE: AMT) today announced its election to call for redemption all of its outstanding 3.450% senior unsecured notes due 2021 and all of its outstanding 3.300% senior unsecured notes due 2021. The redemption date for each set of notes has been set for July 6, 2020. In accordance with the redemption provisions of the 3.450% notes and the Indenture, dated as of May 23, 2013 (the “Base Indenture”), as supplemented by the Supplemental Indenture No. 2, dated as of August 7, 2014, the 3.450% notes will be redeemed at a price equal to the principal amount of the 3.450% notes plus a make-whole premium calculated pursuant to the terms of the indenture, together with accrued and unpaid interest, if any, up to, but excluding, the redemption date. In accordance with the redemption provisions of the 3.300% notes and the Base Indenture, as supplemented by the Supplemental Indenture No. 4, dated as of January 12, 2016, the 3.300% notes will be redeemed at a price equal to the principal amount of the 3.300% notes plus a make-whole premium calculated pursuant to the terms of the indenture, together with accrued and unpaid interest, if any, up to, but excluding, the redemption date. The Company intends to fund the redemptions with borrowings under its $2.35 billion senior unsecured revolving credit facility, as amended and restated in December 2019, and cash on hand.
About American Tower
American Tower, one of the largest global REITs, is a leading independent owner, operator and developer of multitenant communications real estate with a portfolio of approximately 180,000 communications sites. For more information about American Tower, please visit www.americantower.com.
Cautionary Language Regarding Forward-Looking Statements
This press release contains “forward-looking statements” concerning the Company’s goals, beliefs, expectations, strategies, objectives, plans, future operating results and underlying assumptions and other statements that are not necessarily based on historical facts. Actual results may differ materially from those indicated in the Company’s forward-looking statements as a result of various factors, including those factors set forth in Item 1A of its Form 10-K for the year ended December 31, 2019, as updated in Part II, Item 1A of its Form 10-Q for the quarter ended March 31, 2020, under the caption “Risk Factors.” The Company undertakes no obligation to update the information contained in this press release to reflect subsequently occurring events or circumstances.
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